Globe Trade Centre S A : Q1 2024 GTC Group results Report

CONSOLIDATED

QUARTERLY REPORT

OF GLOBE TRADE CENTRE S.A. CAPITAL GROUP

FOR THE THREE-MONTH PERIOD ENDED

31 MARCH 2024

Place and date of publication: Warsaw, 28 May 2024

LIST OF CONTENTS:

01. Management Board's report on the activities of Globe Trade Centre S.A. Capital Group in the three-month period ended 31 March 2024

02. Unaudited interim condensed consolidated financial statements for the three- month period ended 31 March 2024

03. Independent auditor's review report

All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise

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MANAGEMENT BOARD'S REPORT

ON THE ACTIVITIES OF GLOBE TRADE CENTRE S.A. CAPITAL GROUP IN THE THREE-MONTH PERIOD ENDED 31 MARCH 2024

All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise

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TABLE OF CONTENT

1.	Introduction	5
2.	Presentation of the Group	6
	2.1	General information about the Group	6
	2.2	Main events in the period	7
	2.3	Structure of the Group	7
	2.4	Changes to the principal rules of the management of the Company and the Group	8
3.	Selected financial data	8
4.	Operating and financial review	10
	4.1	General factors affecting operating and financial results	10
	4.2	Specific factors affecting financial and operating results	10
	4.3	Presentation of differences between achieved financial results and published forecasts	11
	4.4	Consolidated statement of financial position	11
	4.5	Consolidated income statement	12
	4.6	Consolidated cash flow statement	13
	4.7	Future liquidity and capital resources	14
5.	Information on loans granted with a particular emphasis on related entities	15

6. Information on granted and received guarantees with a particular emphasis on guarantees granted

to related entities	15
7.	Shareholders who, directly or indirectly, have substantial shareholding	15
8.	Shares in GTC held by members of the management board and the supervisory board	16
9.	Transactions with related parties concluded on terms other than market terms	17

10. Proceedings before a court or public authority involving Globe Trade Centre SA or its subsidiaries

with total value of the liabilities or claims being material	17
11. Terms and abbreviations	17

All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise

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1. Introduction

GTC Group is an experienced, established, and fully integrated, real estate group of companies operating in the CEE and SEE region with a primary focus on Poland and Budapest and capital cities in the SEE region including Bucharest, Belgrade, Zagreb and Sofia, where it directly acquires, develops and manages primarily high-quality office and retail real estate assets in prime locations. The Company is listed on the Warsaw Stock Exchange and inward listed on the Johannesburg Stock Exchange. The Group operates an asset management platform and is represented by local teams in each of its core markets.

GTC GROUP:

Poland

Budapest

Belgrade

Bucharest

Sofia

Zagreb

The Group's headquarters are located in Poland in Warsaw, at Komitetu Obrony Robotników 45A.

PRESENTATION OF FINANCIAL INFORMATION

Unless indicated otherwise, the financial information presented in this Report was prepared according to International Financial Reporting Standards ("IFRS") as approved for use in the European Union.

All the financial data in this Report is presented in EUR or PLN and expressed in millions unless indicated otherwise.

Certain financial information in this Report was adjusted by rounding. As a result, certain numerical figures shown as totals in this Report may not be exact arithmetic aggregations of the figures that precede them.

FORWARD-LOOKING STATEMENTS

This Report contains forward-looking statements relating to future expectations regarding the Group's business, financial condition, and results of operations. You can find these statements by looking for words such as "may", "will", "expect", "anticipate", "believe", "estimate", and similar words used in this Report. By their nature, forward-looking statements are subject to numerous assumptions, risks, and uncertainties. Accordingly, actual results may differ materially from those expressed or implied by forward-looking statements. The Group cautions you not to place undue reliance on such statements, which speak only as of this Report's date.

The cautionary statements set out above should be considered in connection with any subsequent written or oral forward-looking statements that the Group or persons acting on its behalf may issue. The Group does not undertake any obligation to review or confirm analysts' expectations or estimates or to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date of this Report.

The Group discloses essential risk factors that could cause its actual results to differ materially from its expectations under Item 4. Operating and financial review and elsewhere in this report as well as under Item 17. Key risk factors in consolidated annual report for year 2023. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on behalf of the Group. When

All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise

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the Group indicates that an event, condition, or circumstance could or would have an adverse effect on the Group, it means to include effects upon its business, financial situation, and results of operations.

2. Presentation of the Group

2.1 General information about the Group

GTC Group is an experienced, established, and fully integrated real estate group of companies operating in the CEE and SEE region with a primary focus on Poland and Budapest and capital cities in the SEE region, including Bucharest, Belgrade, Zagreb, and Sofia, where it directly acquires, develops and manages primarily high-quality office and retail real estate assets in prime locations. The Company is listed on the Warsaw Stock Exchange and the Johannesburg Stock Exchange. The Group operates an asset management platform and is represented by local teams in each of its core markets.

As of 31 March 2024, the book value of the Group's total property portfolio including non-current financial assets (related to investment property) was €2,489.0.

As of 31 March 2024, the book value of the Group's property portfolio was €2,352.6. The breakdown of the Group's property portfolio was as follows:

• 46 completed commercial buildings, including 40 office buildings and 6 retail properties with a total combined commercial space of approximately 755 thousand sq m of GLA, an occupancy rate at 86% and a book value of €2,008.5 which accounts for 85% of the Group's total property portfolio;
• three office projects under construction with a total GLA of approximately 51 thousand sq m and a book value of €81.8, which accounts for 4% of the Group's total property portfolio;
• investment landbank intended for future development (including 1 land plot in Poland and 1 plot in Budapest held for sale in the amount of €13.6) with the book value of €172.9 which accounts for 7% of the Group's total property portfolio;
• residential landbank with book value of €26.2, which accounts for 1% of the Group's total property portfolio; and
• right of use of land under perpetual usufruct, including assets held for sale with value of €63.2 (including €1 from residential landbank) which accounts for 3% of the Group's total property portfolio.

46	755,200	3	€173m
completed	sq m of	projects	landbank
buildings	GLA	under
for future
		construction
		development

All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise

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Additionally, GTC holds non-current financial assets in the amount of €136.4 mainly including:

• 25% of notes issued to finance Kildare Innovation Campus (technology campus) project, which currently comprises nine completed buildings with the total GLA of approximately 102 thousand sq m (the project extends over 72 ha of which 34 ha are undeveloped). Fair value of these notes as at 31 March 2024 amounted to €119.1, which accounts for 5% of the Group's total property portfolio including non-current financial assets;
• 34% of units in Regional Multi Asset Fund Compartment 2 of Trigal Alternative Investment Fund GP S.á.r.l., which holds 4 completed commercial buildings including 3 office buildings and
  1 retail property with a total combined commercial space of approximately 41 thousand sq m of GLA. Fair value of these units amounted to €15.2, which accounts for 1% of the Group's total property portfolio including non-current financial assets.

2.2 Main events in the period

FINANCING

In February 2024, Dorado 1 EOOD, a wholly-owned subsidiary of the Company, has signed €55 loan agreement with DSK Bank AD and OTP Bank PLC with a maturity in March 2029. The full amount was drawn down.

In December 2023, the Company transfered €29.5 to an escrow account held with an external legal company with the purpose of acquiring green bonds issued by GTC Aurora (further "Aurora bonds"). Running the acquisition transactions was handed over to a financial expert (further the "Broker"). In first quarter of 2024 the Broker bought back 4,400 Aurora bonds and transferred to GTC Group with nominal value of €4.4 at cost of €3.9. GTC Group recognized income from buy-back of Aurora bonds in amount of €0.5.

In addition, on 13 March 2024 GTC Group decided to lower the amount on the escrow held for buy- back, €12.2 in cash was returned to GTC including the interest income accumulated. For the remaining amount of €13.8, GTC Group and the Broker signed an amendment to extend the current agreement for a further short-term period.

2.3 Structure of the Group

The Group structure is consistent with presented in the Group's annual consolidated financial statements for the year ended 31 December 2023 (see note 8 to the consolidated financial statements for 2023) except for the following change occurred in the three-month period ended 31 March 2024:

• liquidation of Riverside Apartmanok Kft. (wholly-owned subsidiary of GTC Hungary seated in Hungary).

All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise

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2.4 Changes to the principal rules of the management of the Company and the Group

There were no changes to the principal rules of management of the Company and the Group.

CHANGES IN THE COMPOSITION OF THE MANAGEMENT BOARD:

• on 18 March 2024, Barbara Sikora resigned from her seat on the management board of GTC S.A.
• on 23 April 2024, Mr. Balázs Gosztonyi was appointed as a member of the management board of GTC S.A., effective as of 24 April 2024.

CHANGES IN THE COMPOSITION OF THE SUPERVISORY BOARD:

• on 13 March 2024, Aletheia Investment AG appointed Mr. Leonz Meyer to the Supervisory Board of the Company,
• on 15 March 2024, GTC Dutch Holdings B.V. revoked Mr. Balázs Figura and Mr. Mariusz
  Grendowicz from the positions of member of the Supervisory Board of GTC S.A,
• on 15 March 2024, GTC Dutch Holdings B.V. appointed Mr. Tamás Sándor and Mr. Csaba Cservenák as members of the Supervisory Board of the Company.

3. Selected financial data

The following tables present the Group's selected historical financial data for the three-month period ended 31 March 2024 and 31 March 2023. The historical financial data should be read in conjunction with Item 4. Operating and financial review of this Report and the consolidated financial statements for the three-month period ended 31 March 2024 (including the notes thereto).

Selected financial data presented in PLN is derived from the consolidated interim financial statements for the three-month period ended 31 March 2024 presented in accordance with IFRS and prepared in the Polish language and Polish zloty as a presentation currency. The financial statements of the Group's companies prepared in their functional currencies are included in the consolidated financial statements by a translation into EUR or PLN using appropriate exchange rates outlined in IAS 21 The Effects of Changes in Foreign Exchange Rates.

The reader is advised not to view such conversions as a representation that such zloty amounts actually represent such euro amounts or could be or could have been converted into euro at the rates indicated or at any other rate.

All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise

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						For the three month period ended 31 March
						2024	2023
(in million)						€	PLN	€	PLN
Consolidated Income Statement
Revenues from operations				45.7	198.0	42.7	201.2
Cost of operations					(13.5)	(58.5)	(13.1)	(61.9)
Gross margin from operations				32.2	139.5	29.6	139.3
Selling expenses					(0.6)	(2.6)	(0.6)	(2.8)
Administration expenses				(4.5)	(19.5)	(3.9)	(18.3)
Loss from revaluation					(5.7)	(24.7)	(3.0)	(13.9)
Finance income/(cost), net				(8.5)	(36.8)	(7.6)	(36.1)
Net profit						9.8	42.4	11.6	54.5
Basic and	diluted earnings per share	(not	in	0.02	0.07	0.02	0.09
million)
Weighted average number of issued ordinary	574,255,122	574,255,122	574,255,122	574,255,122
shares (not in million)
Consolidated Cash Flow Statement
Net cash from operating activities				26.8	116.1	19.6	92.4
Net cash from/(used in) investing activities		(7.9)	(34.2)	24.3	114.4
Net cash from/(used in) financing activities		43.2	187.2	(11.8)	(55.7)
Cash and cash equivalents at the	end	of	the	122.5	526.9	147.1	687.5
period
							As of
							31 March 2024	31 December 2023
						€	PLN	€	PLN
Consolidated statement of financial position
Investment	property	(completed	and	under	2,090.3	8,990.2	2,074.9	9,021.6
construction)
Investment property landbank				159.3	685.1	158.5	689.2
Right of use (investment property)				62.2	267.5	40.0	173.9
Residential landbank					27.2	117.0	27.2	118.3
Assets held for sale					13.6	58.5	13.6	59.1
Cash and cash equivalents				122.5	526.9	60.4	262.6
Non-current	financial	assets measured	at	fair	136.4	586.6	135.1	587.4
value through profit or loss
Others						128.1	551.0	146.9	638.7
Total assets					2,739.6	11,782.8	2,656.6	11,550.8
Non-current liabilities					1,405.5	6,045.0	1,444.0	6.278.5
Current liabilities including liabilities related	to	202.3	870.1	86.4	375.6
assets held for sale
Total Equity					1,131.8	4,867.7	1,126.2	4,896.7
Share capital					12.9	57.4	12.9	57.4

All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise

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4. Operating and financial review

4.1 General factors affecting operating and financial results

GENERAL FACTORS AFFECTING OPERATING AND FINANCIAL RESULTS

Management board believes that the following factors and important market trends have significantly affected the Group's results of operations since the end of the period covered by the latest published audited financial statements, and the Group expects that such factors and trends will continue to have a significant impact on the Group's results from operations in the future.

The key factors affecting the Group's financial and operating results are pointed below:

• the economic slowdown in CEE and SEE which may slow down the general economy in the countries where the Group operates;
• availability and cost of financing;
• impact of the supply and demand on the real estate market in CEE and SEE region;
• impact of inflation (according to Eurostat, the euro area annual inflation was 2.9% in December 2023);
• impact of interest rate movements (however, as of 31 March 2024, 100% of the Group's borrowings were either based on fixed interest rate or hedged against interest rate fluctuations, mainly through interest rate swaps and cap transactions);
• impact of foreign exchange rate movements (the vast majority of the Group's lease agreements are concluded in euro and include a clause that provides for the full indexation of the rent linked to the European Index of Consumer Prices, bonds issued in other currencies than euro were hedged against foreign exchange rate movements using cross currency SWAPs).

4.2 Specific factors affecting financial and operating results

REPAYMENT OF BONDS, BANK LOAN REFINANCING AND OTHER CHANGES TO BANK LOAN AGREEMENTS

During the three month period ended 31 March 2024:

• the Group signed a €55 loan agreement with DSK Bank AD and OTP Bank PLC (Mall of Sofia and Sofia Towers). The full amount was drawn down.
• the Broker bought back 4,400 Aurora bonds and transferred to GTC Group. Group recognized income in amount of €0.5.
• In addition €12.2 in cash was returned to GTC including the interest income accumulate, for the remaining amount of €13.8, GTC Group and the Broker signed an amendment to extend the current agreement for a further short-term period.

All the financial data in this Report is presented in EUR or PLN and expressed in million unless indicated otherwise

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